Universidad Pública de Navarra - Nafarroako Univertsitate Publikoa

Contents

Contents are divided into 5 units: 

• Historical background and  legal sources of Business Law.
• The organization of the business
• Competition Law and Industrial property rights
• Company Law
• Bankruptcy and the Law of Insolvency

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Descriptors

The course aims to introduce students with a sufficient knowledge of the main legal areas within the potential scope of business.

Areas of study are: Law and legal sources, the obligations of accountancy and register, agency, competition law, company law and the law of insolvency

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General proficiencies

The general proficiencies to be adquired by the student are:

• Ability to analyze and summarize
• Critical thinking ability
• Independent learning ability

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Specific proficiencies

The specific proficiencies to be adquired by the student are:

• To understand and contextualize the legal system of private enterprises.
• To understand the differnt possibilities and various aspects of the business organization.
• To understand the legal situation of the economic crisis of the enterprises.

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Methodology

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Evaluation

For the final evaluation of the course the professor will consider the global attitude and work of the student in the following way:

• attendance to lectures and active participation in in the class (10%);

• personal work and resolution of practical cases (15%);

• theoretical and practical final exam (75%)

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Agenda

UNIT I. HISTORICAL BACKGROUND, CHARACTERISTICS AND LEGAL SOURCES OF BUSINESS LAW

LESSON 1: Business Law and legal sources.
Characteristics of Business Law
Legal Sources: National Law: Commercial Code and Special Business Laws. Customs. Books of authority.
European Community Law.
 
UNIT II. THE BUSINESS ORGANIZATION

LESSON 2: The business, the businessperson and the business office.
The businessperson
Employees, assistants and agents
The business office

LESSON 3: Accountancy and Registry
Legal duty of accountancy: Books and accounts of the business organization
The Commercial Registry; the obligation to register the business;  the effects of registration
 
UNIT III. INDUSTRIAL PROPERTY AND COMPETITTION LAW

LESSON 4: Industrial Property Rights
Identity signs: trademarks; commercial names;
Inventions and patents, utility models.
Ornamental and design rights.
Business in internet: webpages and other problems

LESSON 5: Competition Law
Anticompetitive acts: cartels and other anticompetitive agreements; abuses of dominant position.
Mergers and competition
State aids and competition
Unfair competition.
 
UNIT IV. COMPANY LAW

LESSON 6: Forms of business companies
General Ideas on Companies: different types of companies; incorporation of companies; corporate name, registered office, nationality of the company
General Partnerships
Limited Partnerships Companies
Limited Share Partnerships

LESSON 7:  Corporate enterprises: general provisions
Types of corporate enterprises: joint stock companies (Sociedades Anonimas), Limited liability companies (Sociedades de Responsabilidad Limitada)
Basic characteristics of Corporate enterprises: characters; legal personality; corporate name, registered office; nationality
Capital:  principles governing the capital in corporate enterprises
Formation of corporate enterprises: formalities; deed of incorporation; corporate by-laws; contracts made in corporation’s name prior to registration; failure to register; nullity
Single member companies

LESSON 8: Capital contributions, shares and stakes
Contributions:  monetary contributions; non cash contributions; liability for non cash contributions; outlay of capital; deferred payment of shares; liability for non paid shares.
Documentation of shares and stakes
Partners and shareholders rights.
Classes and series of shares; non voting shares.
Ancillary commitments

LESSON 9: Corporate Governing Bodies: General Meeting
Annual General Meeting: Powers of the meeting; types of meeting; calls for meetings; notice.
Attendance, representation and voting 
Quorum and adoption of decisions
Challenging decisions
LESSON 10: Corporate Governance

Administration and representation of the companies
Directors: requirements and prohibitions; appointment; registration; remuneration; expiry; dismissal.
Duties and liability of Directors
Board of Directors

LESSON 11: Financial statements and amendments to the by-laws
Financial Statements: balance sheet, income statement, statement of the changes in the net worth for the financial year, cash flow statement and the respective notes; Financial statements audit; Financial statement approval; Filing and Public Records of the Statements.
Amendments to the by-laws: general provisions; capital increases; capital reductions; Simultaneous capital reduction and increase

LESSON 12: Partner or shareholder exit and exclusion
Exit; exclusion; common rules for exit and exclusion
Dissolution and liquidation of corporate enterprises: causes for dissolution; liquidation operations; liquidators; the end of the company; cancellation of registration.

LESSON 13:  Structural changes in trading companies
General Provisions; Types of changes, formalities.
Transformation
Mergers
Divestment
Total assignment of assets and liabilities
International relocation of registered offices
 
UNIT V. INSOLVENCY

LESSON 14: Insolvency
Regulation
The declaration of insolvency
Administration or voluntary arrangements
Insolvency administrators
Effects of the opening of the insolvency proceedings: on the debtor; on the creditors; on specific claims; on contracts

LESSON 15: The resolution of the insolvency proceedings
Deciding about creditors; deciding about debts and assets of the debtor; the ranking of claims
The resolution of the proceedings: Composition agreements; Winding up
Classification of the insolvency
The conclusion of the insolvency proceedings
International problems of the insolvency

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Bibliography

Access the bibliography that your professor has requested from the Library.

There is no text book for the spanish legal system in English adapted to this specific subjet area. Some "Notes on Spanish Business Law" will be provided by the professor.
However, the following text book - in Spanish- may be use as a reference: De la CUESTA RUTE, Derecho Mercantil para grados no jurídicos. Ed. Huygens, última edicion.
The student must also use the corresponding legal texts,  translated into English, that can be found in the databases that will be given to the student

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Languages

English. Spanish.

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